Exhibit 10.1


 


COHERENT, INC.


 


EMPLOYEE STOCK PURCHASE PLAN


 


(as amended and restated February 6, 2008)


 


The following constitutes
the provisions of the Employee Stock Purchase Plan (herein called the “Plan”)
of Coherent, Inc. (herein called the “Company”).


 


1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its subsidiaries with an opportunity to purchase
Common Stock of the Company through payroll deductions.  It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of
the Internal Revenue Code of 1986.  The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that Section of
the Code.


 


2.             Definitions.


 


(a)          “Base pay” or “base salary” means
regular straight-time earnings and commissions, excluding payments for
overtime, shift premiums, incentive compensation, bonuses and any other special
payments.


 


(b)         “Employee” means any person, including
an officer, who is customarily employed for at least twenty (20) hours per week
by the Company or its subsidiaries (50% or more of whose voting shares are
owned directly or indirectly by the Company).


 


3.             Eligibility.


 


(a)          Any employee as defined in paragraph 2
who shall be employed by the Company on the date his participation in the Plan
is effective shall be eligible to participate in the Plan, subject to
limitations imposed by Section 423(b) of the Internal Revenue Code of
1954.


 


(b)         Any provisions of the Plan to the
contrary notwithstanding, no employee shall be granted an option under the Plan
(i) if, immediately after the grant, such employee would own shares and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of the Company, or (ii) which
permits his rights to purchase shares under all employee stock purchase plans
of the Company and its subsidiaries to accrue at a rate which exceeds Twenty
Five Thousand Dollars ($25,000) for each calendar year in which such stock
option is outstanding at any time, where the value of the option is calculated
as the fair market value of the shares (determined at the time such option is
granted).


 


4.             Offering Dates.  The Plan shall be implemented by two
Offerings during each fiscal year, each of six months duration, with Offering I
commencing on or about May 1 of each year and Offering II commencing on or
about November 1 of each year; provided, however, that for the 2008
calendar year, Offering I shall commence on or about March 1, 2008, with a
duration of eight 


 





















 


months, and that there
shall be no Offering commencing on or about May 1, 2008.  Both Offerings shall continue thereafter
until terminated in accordance with paragraph 19 hereof.


 


5.             Participation.


 


(a)          An eligible employee may become a
participant in the Plan by completing a subscription agreement authorizing
payroll deduction on the form provided by the Company and filing it with the
Company’s payroll office prior to the applicable offering date.


 


(b)         Payroll deductions for a participant
shall commence on the first payroll following the commencement offering date
and shall end on the termination date of the offering to which such
authorization is applicable, unless sooner terminated by the participant as
provided in paragraph 10.


 


6.             Payroll Deductions.


 


(a)          At the time a participant files his
subscription agreement, he shall elect to have payroll deductions made on each
payday during the offering period.  The
amount of payroll deductions elected to be made shall not be greater than ten
percent (10%) of the base pay which he received on such payday nor less than
ten dollars ($10.00) per pay period.


 


(b)         All payroll deductions made by a
participant shall be credited to his account under the Plan.  A participant may not make any additional
payments into such account.


 


(c)          A participant may discontinue his
participation in the Plan as provided in paragraph 10, or may lower, but not
increase, the rate of his payroll deductions (within the limitations set forth
in subparagraph (a) above) during the offering by completing or
filing with the Company a new authorization for payroll deduction.  The change in rate shall be effective within
fifteen (15) days following the Company’s receipt of the new authorization.


 


7.             Grant of Option.


 


(a)          At the beginning of each six month
offering period (and with respect to the offering period beginning on or about March 1,
2008, which shall be an eight month offering period), each eligible employee participating
in the Plan shall be granted an option to purchase (at the per share option
price) up to a number of shares of the Company’s Common Stock purchasable
by each employee’s accumulated payroll deductions (not to exceed ten percent
(10%) of his base salary) divided by eighty-five percent (85%) of the fair
market value of a share of the Company’s Common Stock at the beginning of said
offering period, subject to the limitations set forth in Section 3(b) and
12 hereof.  Fair market value of a share
of the Company’s Common Stock shall be determined as provided in Section 7(b) herein.


 


(b)         The option price per share of such
shares shall be the lower of:  (i) 85%
of the fair market value of a share of the Common Stock of the Company at the
commencement of the six month offering
period or, with respect to the offering period beginning on March 1, 2008,
at the commencement of the eight month offering period; or (ii) 85% of the
fair market value of a share of the Common Stock of the Company at the time the
option is exercised at the termination of the six 


 


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month offering period or,
with respect to the offering period beginning on March 1, 2008, at the
termination of the eight month offering period. 
The fair market value of the Company’s Common Stock on said dates shall
be determined by the Company’s Board of Directors in the exercise of their
discretion in good faith.


 


8.             Exercise of Option.  Unless a participant withdraws from the Plan
as provided in paragraph 10, his option for the purchase of shares will be
exercised automatically at the end of the offering period, and the maximum
number of full shares subject to option will be purchased for him at the
applicable option price with the applicable amount of the accumulated payroll
deductions in his account.  During his
lifetime, a participant’s option to purchase shares hereunder is exercisable
only by him.


 


9.             Delivery.  As promptly as practicable after the
termination of each Offering, the Company shall arrange the delivery to each
participant, as appropriate, of a certificate representing the shares purchased
upon exercise of his option.  Any cash
remaining to the credit of a participant’s account under the Plan after a
purchase by him of shares at the termination of each offering period, or which
is insufficient to purchase a full share of Common Stock of the Company, shall
be returned to said participant.


 


10.           Withdrawal; Termination of
Employment.


 


(a)          A participant may withdraw all but not
less than all the payroll deductions credited to his account under the Plan for
one or both Offerings at any time prior to the end of the applicable offering
period by giving written notice to the Company. 
All of the participant’s payroll deductions credited to his account for
the Offering or Offerings from which he has withdrawn will be paid to him
promptly after receipt of his notice of withdrawal and his option for the
current period under the Offering or Offerings will be automatically
terminated, and no further payroll deductions for the purchase of shares under
the Offering or Offerings withdrawn from will be made during the applicable
offering period.


 


(b)         Upon termination of the participant’s
employment prior to the end of an offering period for any reason, including
retirement or death, the payroll deductions credited to his account will be
returned to him or, in the case of his death, to the person or persons entitled
thereto under paragraph 14, and his option will be automatically terminated.


 


(c)          In the event an employee fails to
remain in the continuous employ of the Company for at least twenty (20) hours
per week during the offering period in which the employee is a participant, he
will be deemed to have elected to withdraw from the Plan and the payroll deductions
credited to his account will be returned to him and his option terminated.


 


(d)         A participant’s withdrawal from one of
the two Offerings will not have any effect upon his eligibility to participate
in the other Offering or any succeeding Offering or in any similar plan which
may hereafter be adopted by the Company.


 


11.           Interest.  To the extent that a participant’s payroll
deductions exceed that amount required to purchase shares subject to option at
the end of an offering period, he shall be refunded 


 


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such excess amount with
interest on said refundable amount at a net rate of 3%.  Otherwise, no interest shall accrue on the
payroll deductions of a participant in the Plan.


 


12.           Stock.


 


(a)          The maximum number of shares of the
Company’s Common Stock which shall be made available for sale under the Plan
shall be 6,325,000 shares, subject to adjustment upon changes in capitalization
of the Company as provided in paragraph 18. 
The shares to be sold to participants under the Plan may, at the
election of the Company, be either treasury shares or shares authorized but
unissued.  If the total number of shares
which would otherwise be subject to options granted pursuant to Section 7(a) hereof
at the beginning of an offering period exceeds the number of shares then
available under the Plan (after deduction of all shares for which options have
been exercised or are then outstanding), the Company shall make a pro rata
allocation of the shares remaining available for option grant in as uniform a
manner as shall be practicable and as it shall determine to be equitable.  In such event, the Company shall give written
notice of such reduction of the number of shares subject to the option to each
employee affected thereby and shall similarly reduce the rate of payroll
deductions, if necessary.


 


(b)         The participant will have no interest
or voting right in shares covered by his option until such option has been
exercised.


 


(c)          Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or
in the name of the participant and his spouse.


 


13.           Administration.  The Plan shall be administered by the Board
of Directors of the Company or a committee appointed by the Board.  The administration, interpretation or
application of the Plan by the Board or its committee shall be final,
conclusive and binding upon all participants. 
Members of the Committee who are eligible employees are permitted to
participate in the Plan.


 


14.           Designation of Beneficiary.


 


(a)          A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any,
from the participant’s account under the Plan in the event of such participant’s
death subsequent to the end of the offering period but prior to delivery to him
of such shares and cash.  In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant’s account under the Plan in the event of such
participant’s death prior to the end of an offering period.


 


(b)         Such designation of beneficiary may be
changed by the participant at any time by written notice.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company shall deliver such
shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.


 


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15.           Transferability.  Neither payroll deductions credited a
participant’s account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 14 hereof) by the
participant.  Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with paragraph 10.


 


16.           Use of Funds.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.


 


17.           Reports.  Individual accounts will be maintained for
each participant in the Plan.  Statements
of account will be given to participating employees annually promptly following
the stock purchase date, which statements will set forth the total amount of
payroll deductions, the amount applicable to each of the two Offerings, the per
share purchase price, the number of shares purchased and the remaining cash
balance, if any.


 


18.           Changes in Capitalization.  If any option under this Plan is exercised
subsequent to any stock dividend, stock split, spin-off, recapitalization,
merger, consolidation, exchange of shares or the like, occurring after such
option was granted, as a result of which shares of any class shall be issued in
respect of the outstanding shares, or shares shall be changed into the same,
whether a different number of the same or another class or classes, the number
of shares to which such option shall be applicable and the option price for
such shares shall be appropriately adjusted by the Company.


 


19.           Amendment or Termination.  The Board of Directors of the Company may at
any time terminate or amend the Plan.  No
such termination can affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects the
rights of any participant, nor may an amendment be made without prior approval
of the shareholders of the Company if such amendment would:


 


(a)          Increase the number of shares that may
be issued under the plan;


 


(b)         Permit payroll deductions at an
aggregate rate in excess of ten percent (10%) of the participant’s base salary;


 


(c)          Change the designation of the
employees (or class of employees) eligible for participation in the Plan; or


 


(d)         Materially increase the benefits which
may accrue to participants under the Plan.


 


20.           Notices.  All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location or by the person, designated by the Company for the receipt
thereof.


 


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